UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period fromto
Commission file number 0-27428
OceanFirst Financial Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 22-3412577 | |
(State of other jurisdiction of incorporation or organization) | (I.R.S. Employer | |
| Identification No.) |
| 975 Hooper Avenue, Toms River, NJ | 08754-2009 | ||
| (Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (732)240-4500
(Former name, former address and formal fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YESx NO¨.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YESx NO¨.
As of November 7, 2003,May 4, 2004, there were 13,403,38313,343,314 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.
OceanFirst Financial Corp.
Consolidated Statements of Financial ConditionCONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
September 30, 2003 | December 31, 2002 | March 31, 2004 | December 31, 2003 | |||||||||||||
| �� | (Unaudited) | (Unaudited) | ||||||||||||||
ASSETS | ||||||||||||||||
Cash and due from banks | $ | 42,117 | $ | 17,192 | $ | 33,272 | $ | 36,172 | ||||||||
Investment securities available for sale | 79,322 | 91,978 | 83,279 | 80,458 | ||||||||||||
Federal Home Loan Bank of New York stock, at cost | 19,950 | 18,700 | 22,025 | 19,220 | ||||||||||||
Mortgage-backed securities available for sale | 102,361 | 138,657 | 130,451 | 86,938 | ||||||||||||
Loans receivable, net | 1,351,866 | 1,335,898 | 1,380,339 | 1,389,220 | ||||||||||||
Mortgage loans held for sale | 83,671 | 66,626 | 46,960 | 33,207 | ||||||||||||
Interest and dividends receivable | 6,598 | 6,378 | 5,956 | 5,477 | ||||||||||||
Real estate owned, net | 264 | 141 | — | 252 | ||||||||||||
Premises and equipment, net | 16,867 | 17,708 | 16,346 | 16,473 | ||||||||||||
Servicing asset | 7,121 | 7,907 | 7,486 | 7,473 | ||||||||||||
Bank Owned Life Insurance | 33,573 | 32,398 | 34,278 | 33,948 | ||||||||||||
Other assets | 10,884 | 10,115 | 7,354 | 8,571 | ||||||||||||
Total assets | $ | 1,754,594 | $ | 1,743,698 | $ | 1,767,746 | $ | 1,717,409 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
Liabilities: | ||||||||||||||||
Deposits | $ | 1,164,745 | $ | 1,184,836 | $ | 1,135,296 | $ | 1,144,205 | ||||||||
Securities sold under agreements to repurchase with retail customers | 52,242 | 44,584 | 41,949 | 36,723 | ||||||||||||
Securities sold under agreements to repurchase with the Federal Home Loan Bank | 100,000 | 140,000 | 90,000 | 70,000 | ||||||||||||
Federal Home Loan Bank advances | 283,500 | 214,000 | 350,500 | 314,400 | ||||||||||||
Advances by borrowers for taxes and insurance | 6,741 | 5,952 | 6,655 | 6,152 | ||||||||||||
Other liabilities | 14,542 | 19,021 | 5,738 | 11,267 | ||||||||||||
Total liabilities | 1,621,770 | 1,608,393 | 1,630,138 | 1,582,747 | ||||||||||||
Stockholders’ equity: | ||||||||||||||||
Preferred stock, $.01 par value, 5,000,000 shares authorized, no shares issued | — | — | — | — | ||||||||||||
Common stock, $.01 par value, 55,000,000 shares authorized, 27,177,372 shares issued and 13,418,183 and 13,757,880 shares outstanding at September 30, 2003 and December 31, 2002, respectively | 272 | 272 | ||||||||||||||
Common stock, $.01 par value, 55,000,000 shares authorized, 27,177,372 shares issued and 13,362,419 and 13,350,999 shares outstanding at March 31, 2004 and December 31, 2003, respectively | 272 | 272 | ||||||||||||||
Additional paid-in capital | 188,526 | 184,934 | 191,537 | 189,615 | ||||||||||||
Retained earnings | 149,014 | 142,224 | 151,714 | 150,804 | ||||||||||||
Accumulated other comprehensive loss | (4,236 | ) | (3,201 | ) | (734 | ) | (3,400 | ) | ||||||||
Less: Unallocated common stock held by Employee Stock Ownership Plan (ESOP) | (10,245 | ) | (11,248 | ) | ||||||||||||
Treasury stock, 13,759,189 and 13,419,492 shares at September 30, 2003 and December 31, 2002, respectively | (190,507 | ) | (177,676 | ) | ||||||||||||
Less: Unallocated common stock held by Employee Stock Ownership Plan | (9,595 | ) | (9,911 | ) | ||||||||||||
Treasury stock, 13,814,953 and 13,826,373 shares at March 31, 2004 and December 31, 2003, respectively | (195,586 | ) | (192,718 | ) | ||||||||||||
Total stockholders’ equity | 132,824 | 135,305 | 137,608 | 134,662 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 1,754,594 | $ | 1,743,698 | $ | 1,767,746 | $ | 1,717,409 | ||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
1
Consolidated Statements of IncomeCONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
For the three months ended September 30 | For the nine months ended September 30, | For the three months March 31, | |||||||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | 2004 | 2003 | ||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||
Interest income: | |||||||||||||||||||||||
Loans | $ | 21,159 | $ | 23,993 | $ | 66,058 | $ | 71,222 | $ | 20,189 | $ | 22,746 | |||||||||||
Mortgage-backed securities | 819 | 2,353 | 3,641 | 8,058 | 855 | 1,436 | |||||||||||||||||
Investment securities and other | 721 | 925 | 2,742 | 3,273 | 986 | 1,246 | |||||||||||||||||
Total interest income | 22,699 | 27,271 | 72,441 | 82,553 | 22,030 | 25,428 | |||||||||||||||||
Interest expense: | |||||||||||||||||||||||
Deposits | 3,886 | 6,784 | 13,557 | 21,426 | 3,486 | 5,233 | |||||||||||||||||
Borrowed funds | 5,018 | 4,915 | 14,801 | 15,225 | 4,784 | 4,808 | |||||||||||||||||
Total interest expense | 8,904 | 11,699 | 28,358 | 36,651 | 8,270 | 10,041 | |||||||||||||||||
Net interest income | 13,795 | 15,572 | 44,083 | 45,902 | 13,760 | 15,387 | |||||||||||||||||
Provision for loan losses | 48 | 375 | 673 | 1,250 | 50 | 375 | |||||||||||||||||
Net interest income after provision for loan losses | 13,747 | 15,197 | 43,410 | 44,652 | 13,710 | 15,012 | |||||||||||||||||
Other income: | |||||||||||||||||||||||
Loan servicing loss | (71 | ) | (2,047 | ) | (2,758 | ) | (2,091 | ) | |||||||||||||||
Loan servicing income (loss) | 63 | (1,190 | ) | ||||||||||||||||||||
Fees and service charges | 1,990 | 1,676 | 5,855 | 4,669 | 1,936 | 1,824 | |||||||||||||||||
Net gain on sales of loans and securities available for sale | 3,335 | 1,258 | 8,737 | 2,766 | 2,331 | 2,505 | |||||||||||||||||
Net (loss) income from other real estate operations | (3 | ) | (7 | ) | 106 | 67 | |||||||||||||||||
Net income from other real estate operations | 3 | 110 | |||||||||||||||||||||
Other | 383 | 460 | 1,201 | 1,460 | 336 | 431 | |||||||||||||||||
Total other income | 5,634 | 1,340 | 13,141 | 6,871 | 4,669 | 3,680 | |||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Compensation and employee benefits | 5,699 | 5,107 | 15,819 | 15,365 | 6,689 | 5,093 | |||||||||||||||||
Occupancy | 852 | 848 | 2,663 | 2,438 | 874 | 937 | |||||||||||||||||
Equipment | 633 | 561 | 1,809 | 1,679 | 545 | 591 | |||||||||||||||||
Marketing | 369 | 583 | 1,338 | 1,439 | 203 | 421 | |||||||||||||||||
Federal deposit insurance | 126 | 113 | 360 | 364 | 120 | 93 | |||||||||||||||||
Data processing | 702 | 595 | 2,234 | 1,908 | 735 | 715 | |||||||||||||||||
General and administrative | 2,676 | 2,092 | 8,265 | 6,393 | 2,266 | 2,766 | |||||||||||||||||
Total operating expenses | 11,057 | 9,899 | 32,488 | 29,586 | 11,432 | 10,616 | |||||||||||||||||
Income before provision for income taxes | 8,324 | 6,638 | 24,063 | 21,937 | 6,947 | 8,076 | |||||||||||||||||
Provision for income taxes | 2,994 | 1,848 | 8,538 | 6,962 | 2,469 | 2,827 | |||||||||||||||||
Net income | $ | 5,330 | $ | 4,790 | $ | 15,525 | $ | 14,975 | $ | 4,478 | $ | 5,249 | |||||||||||
Basic earnings per share | $ | 0.43 | $ | 0.38 | $ | 1.25 | $ | 1.16 | $ | 0.37 | $ | 0.42 | |||||||||||
Diluted earnings per share | $ | 0.41 | $ | 0.35 | $ | 1.19 | $ | 1.08 | $ | 0.35 | $ | 0.40 | |||||||||||
Average basic shares outstanding | 12,293 | 12,719 | 12,384 | 12,938 | 12,165 | 12,442 | |||||||||||||||||
Average diluted shares outstanding | 13,072 | 13,666 | 13,080 | 13,822 | 12,848 | 13,210 | |||||||||||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
2
Consolidated Statements of
Changes in Stockholders’ Equity(Unaudited)
(in thousands, except per share amounts)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other | Employee Stock Ownership Plan | Unearned Incentive Awards | Treasury Stock | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2001 | $ | 272 | $ | 181,780 | $ | 131,655 | $ | (824 | ) | $ | (12,663 | ) | $ | (161 | ) | $ | (153,330 | ) | $ | 146,729 | ||||||||||||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | 14,975 | — | — | — | — | 14,975 | ||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on securities (net of tax benefit $630) | — | — | — | (1,073 | ) | — | — | — | (1,073 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income | 13,902 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earned Incentive Awards | — | — | — | — | — | 161 | — | 161 | ||||||||||||||||||||||||||||||||||||||||||||||||
Tax benefit of stock plans | — | 558 | — | — | — | — | — | 558 | ||||||||||||||||||||||||||||||||||||||||||||||||
Purchase 940,050 shares of common stock | — | — | — | — | — | — | (19,885 | ) | (19,885 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Allocation of ESOP stock | — | — | — | — | 1,062 | — | — | 1,062 | ||||||||||||||||||||||||||||||||||||||||||||||||
ESOP adjustment | — | 1,514 | — | — | — | — | — | 1,514 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividend – $.51 per share | — | — | (6,679 | ) | — | — | — | — | (6,679 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | (155 | ) | — | — | — | 924 | 769 | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2002 | $ | 272 | $ | 183,852 | $ | 139,796 | $ | (1,897 | ) | $ | (11,601 | ) | $ | — | $ | (172,291 | ) | $ | 138,131 | |||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other | Employee Stock Ownership Plan | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2002 | $ | 272 | $ | 184,934 | $ | 142,224 | $ | (3,201 | ) | $ | (11,248 | ) | $ | $ | (177,676 | ) | $ | 135,305 | $ | 272 | $ | 184,934 | $ | 142,224 | $ | (3,201 | ) | $ | (11,248 | ) | $ | (177,676 | ) | $ | 135,305 | |||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | 15,525 | — | — | — | — | 15,525 | — | — | 5,249 | — | — | — | 5,249 | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on securities (net of tax benefit $847) | — | — | — | (1,245 | ) | — | — | — | (1,245 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Reclassification adjustment for gains included in net income (net of tax expense $113) | — | — | — | 210 | — | — | — | 210 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on securities (net of tax benefit $796) | — | — | — | (1,228 | ) | — | — | (1,228 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income | 14,490 | 4,021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tax benefit of stock plans | — | 1,821 | — | — | — | — | — | 1,821 | — | 1,279 | — | — | — | — | 1,279 | |||||||||||||||||||||||||||||||||||||||||
Purchase 771,713 shares of common stock | — | — | — | — | — | — | (18,062 | ) | (18,062 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase 310,880 shares of common stock | — | — | — | — | — | (6,751 | ) | (6,751 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Allocation of ESOP stock | — | — | — | — | 1,003 | — | — | 1,003 | — | — | — | — | 335 | — | 335 | |||||||||||||||||||||||||||||||||||||||||
ESOP adjustment | — | 1,771 | — | — | — | — | — | 1,771 | — | 527 | — | — | — | — | 527 | |||||||||||||||||||||||||||||||||||||||||
Cash dividend – $.58 per share | — | — | (7,199 | ) | — | — | — | — | (7,199 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Cash dividend - $.20 per share | — | — | (2,247 | ) | — | — | — | (2,247 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | (1,536 | ) | — | — | — | 5,231 | 3,695 | — | — | (1,159 | ) | — | — | 4,062 | 2,903 | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2003 | $ | 272 | $ | 188,526 | $ | 149,014 | $ | (4,236 | ) | $ | (10,245 | ) | $ | — | $ | (190,507 | ) | $ | 132,824 | |||||||||||||||||||||||||||||||||||||
Balance at March 31, 2003 | $ | 272 | $ | 186,740 | $ | 144,067 | $ | (4,429 | ) | $ | (10,913 | ) | $ | (180,365 | ) | $ | 135,372 | |||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2003 | $ | 272 | $ | 189,615 | $ | 150,804 | $ | (3,400 | ) | $ | (9,911 | ) | $ | (192,718 | ) | $ | 134,662 | |||||||||||||||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | 4,478 | — | — | — | 4,478 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on securities (net of tax expense $1,728) | — | — | — | 2,666 | — | — | 2,666 | |||||||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income | 7,144 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tax benefit of stock plans | — | 1,291 | — | — | — | — | 1,291 | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase 249,522 shares of common stock | — | — | — | — | — | (6,256 | ) | (6,256 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Allocation of ESOP stock | — | — | — | — | 316 | — | 316 | |||||||||||||||||||||||||||||||||||||||||||||||||
ESOP adjustment | — | 631 | — | — | — | — | 631 | |||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividend - $.20 per share | — | — | (2,441 | ) | — | — | — | (2,441 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | (1,127 | ) | — | — | 3,388 | 2,261 | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2004 | $ | 272 | $ | 191,537 | $ | 151,714 | $ | (734 | ) | $ | (9,595 | ) | $ | (195,586 | ) | $ | 137,608 | |||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
3
Consolidated Statements of Cash Flows
(dollars in thousands)
| For the nine months ended September 30, | For the three months ended March 31, | |||||||||||||||
| 2003 | 2002 | 2004 | 2003 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net income | $ | 15,525 | $ | 14,975 | $ | 4,478 | $ | 5,249 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||||||||||
Depreciation and amortization of premises and equipment | 1,596 | 1,501 | 513 | 553 | ||||||||||||
Amortization of Incentive Awards | — | 161 | ||||||||||||||
Amortization of ESOP | 1,003 | 1,062 | 316 | 335 | ||||||||||||
ESOP adjustment | 1,771 | 1,514 | 631 | 527 | ||||||||||||
Tax benefit of stock plans | 1,291 | 1,279 | ||||||||||||||
Amortization and impairment of servicing asset | 4,529 | 3,715 | 486 | 1,772 | ||||||||||||
Amortization of intangible assets | 79 | 79 | 26 | 26 | ||||||||||||
Net premium amortization in excess of discount accretion on securities | 986 | 948 | 229 | 224 | ||||||||||||
Net accretion of deferred fees and discounts on loans | (270 | ) | (330 | ) | ||||||||||||
Net premium (accretion) of deferred fees and discounts on loans | 123 | (268 | ) | |||||||||||||
Provision for loan losses | 673 | 1,250 | 50 | 375 | ||||||||||||
Net gain on sales of real estate owned | (114 | ) | (81 | ) | (5 | ) | (114 | ) | ||||||||
Net gain on sales of loans and securities | (8,737 | ) | (2,766 | ) | (2,331 | ) | (2,505 | ) | ||||||||
Proceeds from sales of mortgage loans held for sale | 477,990 | 364,647 | 91,651 | 149,411 | ||||||||||||
Mortgage loans originated for sale | (490,364 | ) | (356,324 | ) | (103,572 | ) | (139,007 | ) | ||||||||
Increase in value of Bank Owned Life Insurance | (1,175 | ) | (1,424 | ) | (330 | ) | (420 | ) | ||||||||
Increase in interest and dividends receivable | (220 | ) | (249 | ) | (479 | ) | (194 | ) | ||||||||
Increase in other assets | (143 | ) | (3,820 | ) | (1,942 | ) | (1,981 | ) | ||||||||
Decrease in other liabilities | (2,658 | ) | (1,932 | ) | (4,238 | ) | (4,217 | ) | ||||||||
Total adjustments | (15,054 | ) | 7,951 | (17,581 | ) | 5,796 | ||||||||||
Net cash provided by operating activities | 471 | 22,926 | ||||||||||||||
Net cash (used in) provided by operating activities | (13,103 | ) | 11,045 | |||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Net increase in loans receivable | (16,635 | ) | (635 | ) | ||||||||||||
Net decrease (increase) in loans receivable | 8,708 | (905 | ) | |||||||||||||
Proceeds from sale of investment securities available for sale | 1,273 | — | — | 1,273 | ||||||||||||
Purchase of investment securities available for sale | (2,330 | ) | (600 | ) | (802 | ) | (1,332 | ) | ||||||||
Purchase of mortgage-backed securities available for sale | (70,581 | ) | (30,165 | ) | (51,337 | ) | (50,392 | ) | ||||||||
Proceeds from maturities of investment securities available for sale | 14,171 | — | 1,755 | 13,171 | ||||||||||||
Principal payments on mortgage-backed securities available for sale | 104,016 | 81,114 | 8,329 | 45,538 | ||||||||||||
(Increase) decrease in Federal Home Loan Bank of New York stock | (1,250 | ) | 5,120 | |||||||||||||
Increase in Federal Home Loan Bank of New York stock | (2,805 | ) | (1,150 | ) | ||||||||||||
Proceeds from sales of real estate owned | 255 | 472 | 257 | 255 | ||||||||||||
Purchases of premises and equipment | (755 | ) | (2,620 | ) | (386 | ) | (165 | ) | ||||||||
Net cash provided by investing activities | 28,164 | 52,686 | ||||||||||||||
Net cash (used in) provided by investing activities | (36,281 | ) | 6,293 | |||||||||||||
Continued
4
OceanFirst Financial Corp.
Consolidated Statements of Cash Flows (Continued)
(dollars in thousands)
For the nine months ended September 30, | For the three months ended March 31, | |||||||||||||||
| 2003 | 2002 | 2004 | 2003 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
Cash flows from financing activities: | ||||||||||||||||
(Decrease) increase in deposits | $ | (20,091 | ) | $ | 61,006 | |||||||||||
Increase (decrease) in short-term borrowings | 30,158 | (71,132 | ) | |||||||||||||
Decrease in deposits | $ | (8,909 | ) | $ | (32,954 | ) | ||||||||||
Increase in short-term borrowings | 4,326 | 18,786 | ||||||||||||||
Proceeds from securities sold under agreements to repurchase with the Federal Home Loan Bank | 20,000 | — | ||||||||||||||
Proceeds from Federal Home Loan Bank advances | 55,000 | 25,000 | 40,000 | 20,000 | ||||||||||||
Repayments of Federal Home Loan Bank advances | (48,000 | ) | (43,000 | ) | (3,000 | ) | — | |||||||||
Increase (decrease) in advances by borrowers for taxes and insurance | 789 | (3,706 | ) | |||||||||||||
Increase in advances by borrowers for taxes and insurance | 503 | 837 | ||||||||||||||
Exercise of stock options | 3,695 | 769 | 2,261 | 2,903 | ||||||||||||
Dividends paid | (7,199 | ) | (6,679 | ) | (2,441 | ) | (2,247 | ) | ||||||||
Purchase of treasury stock | (18,062 | ) | (19,885 | ) | (6,256 | ) | (6,751 | ) | ||||||||
Net cash used in financing activities | (3,710 | ) | (57,627 | ) | ||||||||||||
Net cash provided by financing activities | 46,484 | 574 | ||||||||||||||
Net increase in cash and due from banks | 24,925 | 17,985 | ||||||||||||||
Net (decrease) increase in cash and due from banks | (2,900 | ) | 17,912 | |||||||||||||
Cash and due from banks at beginning of period | 17,192 | 16,876 | 36,172 | 17,192 | ||||||||||||
Cash and due from banks at end of period | $ | 42,117 | $ | 34,861 | $ | 33,272 | $ | 35,104 | ||||||||
Supplemental Disclosure of Cash Flow Information: | ||||||||||||||||
Cash paid during the period for: | ||||||||||||||||
Interest | $ | 28,527 | $ | 37,213 | $ | 8,289 | $ | 9,979 | ||||||||
Income taxes | 8,003 | 2,803 | 6,939 | 7,654 | ||||||||||||
Noncash investing activities: | ||||||||||||||||
Transfer of loans receivable to real estate owned | 264 | 617 | ||||||||||||||
Mortgage loans securitized into mortgage-backed securities | 40,931 | 96,275 | — | 28,520 | ||||||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
5
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements include the accounts of OceanFirst Financial Corp. (the “Company”) and its wholly-owned subsidiary, OceanFirst Bank (the “Bank”) and its wholly-owned subsidiaries, Columbia Equities, Ltd., OceanFirst REIT Holdings, Inc., OceanFirst Realty Corp. and OceanFirst Services, LLC and its wholly-owned subsidiary OFB Re-Insurance, Ltd.LLC.
The interim consolidated financial statements reflect all normal and recurring adjustments which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three and nine months ended September 30, 2003March 31, 2004 are not necessarily indicative of the results of operations that may be expected for all of 2003.2004.
Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission.
These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2002.2003.
Stock-Based Compensation
The Company accounts for stock-based compensation using the intrinsic value method under Accounting Principles Board No. 25 and accordingly has recognized no compensation expense under this method. Statement of Financial Accounting StandardsStandard No. 123, “Accounting for Stock-based Compensation” as amended by Statement of Financial Accounting StandardsStandard No. 148, “Accounting for Stock-based Compensation-Transition and Disclosure”, permits the use of the intrinsic value method; however, the amended statement requires the Company to disclose the pro forma net income and earnings per share as if the stock-based compensation had been accounted for using the fair value method. Had the compensation costs for the Company’s stock option plan been determined based on the fair value method, the Company’s net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share data):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Net income – as reported | $ | 5,330 | $ | 4,790 | $ | 15,525 | $ | 14,975 | ||||||||
Stock-based employee compensation expense included in reported net income, all relating to earned incentive awards, net of related tax effects | — | — | — | 105 | ||||||||||||
Total stock-based employee compensation expense determined under the fair value based method, including earned incentive awards and stock option grants, net of related tax effects | (138 | ) | (116 | ) | (336 | ) | (430 | ) | ||||||||
Net stock-based employee compensation expense not included in reported net income, all relating to stock option grants, net of related tax effects | (138 | ) | (116 | ) | (336 | ) | (325 | ) | ||||||||
Net income – pro forma | $ | 5,192 | $ | 4,674 | $ | 15,189 | $ | 14,650 | ||||||||
Basic earnings per share: | ||||||||||||||||
As reported | $ | .43 | $ | .38 | $ | 1.25 | $ | 1.16 | ||||||||
Pro forma | $ | .42 | $ | .37 | $ | 1.23 | $ | 1.13 | ||||||||
Diluted earnings per share: | ||||||||||||||||
As reported | $ | .41 | $ | .35 | $ | 1.19 | $ | 1.08 | ||||||||
Pro forma | $ | .40 | $ | .34 | $ | 1.16 | $ | 1.06 | ||||||||
Three months March 31, | ||||||||
| 2004 | 2003 | |||||||
Net income – as reported | $ | 4,478 | $ | 5,249 | ||||
Total stock-based compensation expense determined under the fair value based method, net of related tax effects | (119 | ) | (93 | ) | ||||
Net income – pro forma | $ | 4,359 | $ | 5,156 | ||||
Basic earnings per share: | ||||||||
As reported | $ | .37 | $ | .42 | ||||
Pro forma | $ | .36 | $ | .41 | ||||
Diluted earnings per share: | ||||||||
As reported | $ | .35 | $ | .40 | ||||
Pro forma | $ | .34 | $ | .39 | ||||
6
Earnings per Share
The following reconciles shares outstanding for basic and diluted earnings per share for the three and nine months ended September 30,March 31, 2004 and 2003 and 2002 (in thousands):
| Three months ended September 30, | Nine months ended September 30, | Three months ended March 31, | ||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | 2004 | 2003 | |||||||||||||
Weighted average shares issued net of Treasury shares | 13,566 | 14,169 | 13,699 | 14,451 | 13,357 | 13,801 | ||||||||||||
Less: Unallocated ESOP shares | (1,235 | ) | (1,397 | ) | (1,275 | ) | (1,438 | ) | (1,156 | ) | (1,314 | ) | ||||||
Unallocated incentive award shares | (38 | ) | (53 | ) | (40 | ) | (75 | ) | (36 | ) | (45 | ) | ||||||
Average basic shares outstanding | 12,293 | 12,719 | 12,384 | 12,938 | 12,165 | 12,442 | ||||||||||||
Add: Effect of dilutive securities: | ||||||||||||||||||
Stock options | 749 | 905 | 664 | 824 | 655 | 732 | ||||||||||||
Incentive awards | 30 | 42 | 32 | 60 | 28 | 36 | ||||||||||||
Average diluted shares outstanding | 13,072 | 13,666 | 13,080 | 13,822 | 12,848 | 13,210 | ||||||||||||
Comprehensive Income
For the three month periods ended September 30,March 31, 2004 and 2003, and 2002, total comprehensive income, representing net income plus or minus items recorded directly in equity, such as the change in unrealized gains or losses on securities available for sale amounted to $5,236,000$7,144,000 and $3,909,000,$4,021,000, respectively. For the nine months ended September 30, 2003 and 2002, total comprehensive income amounted to $14,490,000 and $13,902,000, respectively.
Impact of Recent Accounting Pronouncements
Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” was issued in May 2003. Statement 150 requires instruments within its scope to be classified as a liability (or, in some cases, as an asset). Statement 150 is generally effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003 (i.e., July 1, 2003 for calendar year entities). For financial instruments created before June 1, 2003 and still existing at the beginning of the interim period of adoption, transition generally should be applied by reporting the cumulative effect of a change in an accounting principle by initially measuring the financial instruments at fair value or other measurement attributes of the Statement. The adoption of Statement 150 did not have a significant effect on the Bank’s consolidated financial statements.
Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” was issued on April 30, 2003. The Statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133. This Statement is effective for contracts entered into or modified after June 30, 2003. The adoption of this Statement did not have a significant effect on the Bank’s consolidated financial statements.
FASB Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”) was issued in January 2003. FIN 46 applies immediately to enterprises that hold a variable interest in variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003 to enterprises that hold a variable interest in variable interest entities created before February 1, 2003. FIN 46 applies to public enterprises as of the beginning of the applicable interim or annual period, and it applies to nonpublic enterprises no later than the end of the applicable annual period. FIN 46 may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. FIN 46 provides guidance on the identification of entities controlled through means other than voting rights. FIN 46 specifies how a business enterprise should evaluate its interest in a variable interest entity to determine whether to consolidate that entity. A variable interest entity must be consolidated by its primary beneficiary if the entity does not effectively disperse risks among the parties involved. On October 9, 2003, the effective date was deferred until the end of the first interim or annual period ending after December 15, 2003, for certain interests held by a public entity in certain variable interest entities or potential variable interest entities created before February 1, 2003. The adoption of FIN 46 is not expected to have a material impact on the consolidated financial statements of the Company.
7
Note 2. Loans Receivable, Net
Loans receivable, net at September 30, 2003March 31, 2004 and December 31, 20022003 consisted of the following (in thousands):
| September 30, 2003 | December 31, 2002 | March 31, 2004 | December 31, 2003 | |||||||||||||
Real estate: | ||||||||||||||||
One-to four-family | $ | 1,105,153 | $ | 1,101,904 | ||||||||||||
One- to four-family | $ | 1,073,855 | $ | 1,081,902 | ||||||||||||
Commercial real estate, multi-family and land | 166,734 | 142,726 | 210,655 | 205,066 | ||||||||||||
Construction | 10,802 | 11,079 | 13,637 | 11,274 | ||||||||||||
Consumer | 78,758 | 80,218 | 85,306 | 81,455 | ||||||||||||
Commercial | 83,874 | 77,968 | 54,575 | 53,230 | ||||||||||||
Total loans | 1,445,321 | 1,413,895 | 1,438,028 | 1,432,927 | ||||||||||||
Loans in process | (2,920 | ) | (3,531 | ) | (3,586 | ) | (3,829 | ) | ||||||||
Deferred origination costs, net | 3,923 | 2,239 | 3,762 | 4,136 | ||||||||||||
Unearned discount | (5 | ) | (5 | ) | (4 | ) | (5 | ) | ||||||||
Allowance for loan losses | (10,782 | ) | (10,074 | ) | (10,901 | ) | (10,802 | ) | ||||||||
Total loans, net | 1,435,537 | 1,402,524 | 1,427,299 | 1,422,427 | ||||||||||||
Less: mortgage loans held for sale | 83,671 | 66,626 | 46,960 | 33,207 | ||||||||||||
Loans receivable, net | $ | 1,351,866 | $ | 1,335,898 | $ | 1,380,339 | $ | 1,389,220 | ||||||||
7
Note 3. Deposits
The major types of deposits at September 30, 2003March 31, 2004 and December 31, 20022003 were as follows (in thousands):
| September 30, 2003 | December 31, 2002 | |||||||||||
Type of Account | March 31, 2004 | December 31, 2003 | ||||||||||
Non-interest bearing | $ | 108,608 | $ | 86,290 | $ | 104,308 | $ | 108,668 | ||||
NOW | 254,135 | 260,762 | 248,852 | 249,254 | ||||||||
Money market deposit | 137,875 | 123,960 | 137,579 | 138,812 | ||||||||
Savings | 265,713 | 234,995 | 267,805 | 259,629 | ||||||||
Time deposits | 398,414 | 478,829 | 376,752 | 387,842 | ||||||||
| $ | 1,164,745 | $ | 1,184,836 | $ | 1,135,296 | $ | 1,144,205 | |||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Critical Accounting Policies
Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 20022003 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002,2003, as supplemented by this report, contains a summary of significant accounting policies. Various elements of these accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Certain assets are carried in the consolidated statements of financial condition at fair value or the lower of cost or fair value. Policies with respect to the methodologies used to determine the allowance for loan losses, the valuation of Mortgage Servicing Rights and judgments regarding goodwill and securities impairment are the most critical accounting policies because they are important to the presentation of the Company’s financial condition and results of operations, involve a higher degree of complexity and require management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions and estimates could result in material differences in the results of operations or financial condition. These critical accounting policies and their application are reviewed periodically and, at least annually, with the Audit Committee of the Board of Directors.
Analysis of Net Interest Income
Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income also depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them.
8
The following table sets forth certain information relating to the Company for the three and nine months ended
8
September 30, 2003 March 31, 2004, and 2002.2003. The yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown except where noted otherwise. Average balances are derived from average daily balances. The yields and costs include fees which are considered adjustments to yields.
| FOR THE QUARTER ENDED SEPTEMBER 30, | ||||||||||||||||||
| 2003 | 2002 | |||||||||||||||||
AVERAGE BALANCE | INTEREST | AVERAGE COST | AVERAGE BALANCE | INTEREST | AVERAGE COST | |||||||||||||
| (Dollars in thousands) | ||||||||||||||||||
Assets | ||||||||||||||||||
Interest-earnings assets: | ||||||||||||||||||
Interest-earning deposits and short term investments | $ | 9,918 | $ | 24 | .97 | % | $ | 30,714 | $ | 129 | 1.68 | % | ||||||
Investment securities | 86,924 | 454 | 2.09 | 86,456 | 608 | 2.81 | ||||||||||||
FHLB stock | 19,544 | 243 | 4.97 | 18,704 | 188 | 4.02 | ||||||||||||
Mortgage-backed securities | 118,649 | 819 | 2.76 | 166,140 | 2,353 | 5.67 | ||||||||||||
Loans receivable, net (1) | 1,433,215 | 21,159 | 5.91 | 1,338,229 | 23,993 | 7.17 | ||||||||||||
Total interest-earning assets | 1,668,250 | 22,699 | 5.44 | 1,640,243 | 27,271 | 6.65 | ||||||||||||
Non-interest earning assets | 98,647 | 86,531 | ||||||||||||||||
Total assets | $ | 1,766,897 | $ | 1,726,774 | ||||||||||||||
Liabilities and Stockholders’ Equity | ||||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||
Transaction deposits | $ | 665,099 | 987 | .59 | $ | 599,665 | 2,241 | 1.49 | ||||||||||
Time deposits | 405,096 | 2,899 | 2.86 | 494,668 | 4,543 | 3.67 | ||||||||||||
Total | 1,070,195 | 3,886 | 1.45 | 1,094,333 | 6,784 | 2.48 | ||||||||||||
Borrowed funds | 433,780 | 5,018 | 4.63 | 392,189 | 4,915 | 4.99 | ||||||||||||
Total interest-bearing liabilities | 1,503,975 | 8,904 | 2.37 | 1,486,522 | 11,699 | 3.15 | ||||||||||||
Non-interest-bearing deposits | 111,012 | 83,611 | ||||||||||||||||
Non-interest-bearing liabilities | 17,711 | 15,891 | ||||||||||||||||
Total liabilities | 1,632,698 | 1,586,024 | ||||||||||||||||
Stockholders’ equity | 134,199 | 140,750 | ||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,766,897 | $ | 1,726,774 | ||||||||||||||
Net interest income | $ | 13,795 | $ | 15,572 | ||||||||||||||
Net interest rate spread (2) | 3.07 | % | 3.50 | % | ||||||||||||||
Net interest margin (3) | 3.31 | % | 3.80 | % | ||||||||||||||
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, | OceanFirst Financial Corp. ANALYSIS OF NET INTEREST INCOME FOR THE QUARTERS ENDED MARCH 31, | |||||||||||||||||||||||||||||||||||
| 2003 | 2002 | 2004 | 2003 | |||||||||||||||||||||||||||||||||
AVERAGE BALANCE | INTEREST | AVERAGE COST | AVERAGE BALANCE | INTEREST | AVERAGE COST | AVERAGE BALANCE | INTEREST | AVERAGE COST | AVERAGE BALANCE | INTEREST | AVERAGE COST | |||||||||||||||||||||||||
| (Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||
Interest-earnings assets: | ||||||||||||||||||||||||||||||||||||
Interest-earning deposits and short term investments | $ | 13,096 | $ | 108 | 1.10 | % | $ | 11,968 | $ | 149 | 1.66 | % | $ | 9,181 | $ | 23 | 1.00 | % | $ | 13,876 | $ | 40 | 1.15 | % | ||||||||||||
Investment securities | 89,705 | 1,884 | 2.80 | 86,241 | 2,414 | 3.73 | ||||||||||||||||||||||||||||||
Investment securities(1) | 85,578 | 890 | 4.16 | 94,993 | 951 | 4.00 | ||||||||||||||||||||||||||||||
FHLB stock | 19,324 | 750 | 5.17 | 21,022 | 710 | 4.50 | 20,683 | 73 | 1.41 | 19,110 | 255 | 5.34 | ||||||||||||||||||||||||
Mortgage-backed securities | 124,045 | 3,641 | 3.91 | 188,007 | 8,058 | 5.71 | ||||||||||||||||||||||||||||||
Loans receivable, net (1) | 1,414,011 | 66,058 | 6.23 | 1,335,701 | 71,222 | 7.11 | ||||||||||||||||||||||||||||||
Mortgage-backed securities(1) | 99,137 | 855 | 3.45 | 122,137 | 1,436 | 4.70 | ||||||||||||||||||||||||||||||
Loans receivable, net(2) | 1,425,002 | 20,189 | 5.67 | 1,402,070 | 22,746 | 6.49 | ||||||||||||||||||||||||||||||
Total interest-earning assets | 1,660,181 | 72,441 | 5.82 | 1,642,939 | 82,553 | 6.70 | 1,639,581 | 22,030 | 5.37 | 1,652,186 | 25,428 | 6.16 | ||||||||||||||||||||||||
Non-interest earning assets | 88,129 | 84,694 | 93,758 | 80,621 | ||||||||||||||||||||||||||||||||
Total assets | $ | 1,748,310 | $ | 1,727,633 | $ | 1,733,339 | $ | 1,732,807 | ||||||||||||||||||||||||||||
Liabilities and Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||||||||||||||||||||
Transaction deposits | $ | 645,383 | 3,825 | .79 | $ | 554,739 | 6,493 | 1.56 | $ | 654,522 | 933 | .57 | $ | 630,277 | 1,570 | 1.00 | ||||||||||||||||||||
Time deposits | 430,194 | 9,732 | 3.02 | 511,818 | 14,933 | 3.89 | 381,993 | 2,553 | 2.67 | 459,912 | 3,663 | 3.19 | ||||||||||||||||||||||||
Total | 1,075,577 | 13,557 | 1.68 | 1,066,557 | 21,426 | 2.68 | 1,036,515 | 3,486 | 1.35 | 1,090,189 | 5,233 | 1.92 | ||||||||||||||||||||||||
Borrowed funds | 421,149 | 14,801 | 4.69 | 426,037 | 15,225 | 4.76 | 444,977 | 4,784 | 4.30 | 400,729 | 4,808 | 4.80 | ||||||||||||||||||||||||
Total interest-bearing liabilities | 1,496,726 | 28,358 | 2.53 | 1,492,594 | 36,651 | 3.27 | 1,481,492 | 8,270 | 2.23 | 1,490,918 | 10,041 | 2.69 | ||||||||||||||||||||||||
Non-interest-bearing deposits | 100,162 | 78,442 | 103,991 | 88,147 | ||||||||||||||||||||||||||||||||
Non-interest-bearing liabilities | 16,917 | 14,232 | ||||||||||||||||||||||||||||||||||
Non-interest bearing liabilities | 14,483 | 19,208 | ||||||||||||||||||||||||||||||||||
Total liabilities | 1,613,805 | 1,585,268 | 1,599,966 | 1,598,273 | ||||||||||||||||||||||||||||||||
Stockholders’ equity | 134,505 | 142,365 | 133,373 | 134,534 | ||||||||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,748,310 | $ | 1,727,633 | $ | 1,733,339 | $ | 1,732,807 | ||||||||||||||||||||||||||||
Net interest income | $ | 44,083 | $ | 45,902 | $ | 13,760 | $ | 15,387 | ||||||||||||||||||||||||||||
Net interest rate spread (2) | 3.29 | % | 3.43 | % | ||||||||||||||||||||||||||||||||
Net interest rate spread(3) | 3.14 | % | 3.47 | % | ||||||||||||||||||||||||||||||||
Net interest margin (3) | 3.54 | % | 3.73 | % | ||||||||||||||||||||||||||||||||
Net interest margin(4) | 3.36 | % | 3.73 | % | ||||||||||||||||||||||||||||||||
| (1) | Amounts are recorded at average amortized cost. |
| (2) | Amount is net of deferred loan fees, undisbursed loan funds, discounts and premiums and estimated loss allowances and includes loans held for sale and non-performing loans. |
| Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities. |
| Net interest margin represents net interest income divided by average interest-earning assets. |
Comparison of Financial Condition at September 30, 2003March 31, 2004 and December 31, 20022003
Total assets at September 30, 2003March 31, 2004 were $1.755$1.768 billion, an increase of $10.9$50.3 million, compared to $1.744$1.717 billion at December 31, 2002.2003.
Loans receivable, net increaseddecreased by $16.0$8.9 million to a balance of $1.352$1.380 billion at September 30, 2003,March 31, 2004, compared to a balance of $1.336$1.389 billion at December 31, 2002.2003. Commercial and commercial real estate loans outstanding increased $29.9$6.9 million,
9
while one- to four-family mortgage loans declined as the Bank actively sold 30-year fixed-rate mortgage loans during the period.due to sale activity.
Deposit balances decreased $20.1$8.9 million to $1.165$1.135 billion at September 30, 2003March 31, 2004 from $1.185$1.144 billion at December 31, 2002.2003. Core deposits (all deposits except certificates), a key emphasis for the Company, increased by $60.3$2.2 million, as time deposits declined.
Total Federal Home Loan Bank borrowings, consisting of securities sold under agreements to repurchase and Federal Home Loan Bank advances, increased $37.1$56.1 million to $435.7$440.5 million at September 30, 2003,March 31, 2004, compared to a balance of $398.6$384.4 million at December 31, 2002. Repurchase agreements with retail customers increased $7.7 million as a large commercial deposit relationship transferred their deposit balances to the securities sold under agreements to repurchase account. Overnight2003. These wholesale borrowings increased by $22.5 million and longer-term wholesale borrowingswere used to fund balance sheet leverage increased by $7.0 million.as the funds were invested in mortgage-backed securities available for sale.
9
Stockholders’ equity at September 30, 2003 decreasedMarch 31, 2004 increased to $132.8$137.6 million, compared to $135.3$134.7 million at December 31, 2002.2003. The Company repurchased 771,713249,522 shares of common stock during the ninethree months ended September 30, 2003March 31, 2004 at a total cost of $18.1$6.3 million. Under the 10% repurchase program authorized by the Board of Directors in August 2002, 178,122October 2003, 1,174,872 shares remain to be purchased as of September 30, 2003. A new repurchase program, the Company’s eleventh, was announced on October 22, 2003. Under this 10% repurchase program, an additional 1,341,818 shares are available for repurchase.March 31, 2004. The cost of the share repurchases was partly offset by net income, the proceeds from stock option exercises and the related tax benefits.benefit and a decrease in accumulated other comprehensive loss.
Comparison of Operating Results for the Three and Nine Months Ended September 30,March 31, 2004 and March 31, 2003 and September 30, 2002
General
Net income increaseddecreased to $5.3 million and $15.5$4.5 million for the three and nine months ended September 30, 2003, respectively,March 31, 2004, as compared to net income of $4.8$5.2 million and $15.0 million, respectively, for the three and nine months ended September 30, 2002.March 31, 2003. Diluted earnings per share increaseddecreased to $.41 and $1.19, respectively,$.35 for the three and nine months ended September 30, 2003,March 31, 2004, as compared to $.35 and $1.08, respectively,$.40 for the same prior year periods.period. Earnings per share was favorably affected by the Company’s repurchase program, which reduced the number ofaverage diluted shares outstanding.
Interest Income
Interest income for the three and nine months ended September 30, 2003March 31, 2004 was $22.7$22.0 million, and $72.4 million, respectively, compared to $27.3$25.4 million and $82.6 million, respectively, for the three and nine months ended September 30, 2002.March 31, 2003. The decrease in interest income was due to a decline in the yield on interest-earning assets to 5.44% and 5.82 %, respectively,5.37% for the three and nine months ended September 30, 2003,March 31, 2004, as compared to 6.65% and 6.70%, respectively,6.16% for the same prior year periods. Despite the decline, which was reflective of the generalperiod. The generally low interest rate environment the asset yield continued to benefit from the Bank’s loan growth over the past year which was partly funded by reductionsand resultant high prepayment levels caused a significant decrease in the lower-yielding investment and mortgage-backed securities availablerate earned on mortgage-related assets. Additionally, the yield on the Company’s Federal Home Loan Bank of New York stock declined to 1.41% for sale portfolios. For the three and nine monthsquarter ended September 30, 2003 loans receivable represented 85.9% and 85.2%, respectively, of average interest-earning assetsMarch 31, 2004 as compared to 81.6 % and 81.3%, respectively,5.34% for the same prior year periods.quarter.
Interest Expense
Interest expense for the three and nine months ended September 30, 2003March 31, 2004 was $8.9$8.3 million, and $28.4 million, respectively, compared to $11.7$10.0 million and $36.7 million, respectively, for the three and nine months ended September 30, 2002.March 31, 2003. The decrease in interest expense was primarily the result of a decrease in the cost of interest-bearing liabilities to 2.37% and 2.53%, respectively,2.23% for the three and nine months ended September 30, 2003,March 31, 2004, as compared to 3.15% and 3.27%, respectively,2.69% in the same prior year periods.period. Funding costs decreased due to the lower interest rate environment and also due to the Company’s focus on lower-costing core deposit growth. Core deposits (including non-interest-bearing deposits) represented 65.7% and 63.4%, respectively,66.5% of average deposits for the three and nine months ended September 30, 2003,March 31, 2004, as compared to 58.0% and 55.3%, respectively,61.0% for the same prior year periods.period.
Provision for Loan Losses
For the three and nine months ended September 30, 2003,March 31, 2004, the Company’s provision for loan losses was $48,000 and $673,000, respectively,$50,000 as compared to $375,000 and $1.3 million, respectively, for the same prior year periods.period. The provision fordecrease was due to a decrease in loans receivable from December 31, 2003 to March 31, 2004 and the nine months ended September 30, 2002 was increased to reflect the charge-offrecognition of a large non-performing commercial loan which was part of a shared national credit. The Company recognized a net recovery of $36,000$49,000 through the allowance for loan losses for the ninethree months ended September 30, 2003. Additionally,March 31, 2004. Although non-performing loans declined to $2.3increased $1.3 million at September 30,March 31, 2004 from December 31, 2003, as compared to $2.8 millionthese loans were previously criticized at September 30, 2002.December 31, 2003 and included in the calculation of the allowance for loan losses
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Other Income
Other income was $5.6$4.7 million and $13.1 million, respectively, for the three and nine months ended September 30, 2003,March 31, 2004, compared to $1.3$3.7 million and $6.9 million, respectively, for the same prior year periods.period. For the three and nine months ended September 30, 2003, respectively,March 31, 2004, the Company recorded a gain of $3.3$2.3 million and $8.7 million, respectively, on the sale of loans and securities available for sale, as compared to a gain of $1.3$2.5 million and $2.8 million, respectively, in the same prior year periods.period. For the ninethree months ended September 30,March 31, 2003 the gain on sale of loans and securities available for sale includes a gain of $323,000 on the sale of equity securities.
Loan servicing loss was $71,000 and $2.8income increased by $1.3 million respectively, for the three and nine months ended September 30, 2003, as compared to $2.0 million and $2.1 million, respectively, for the same prior year periods. The losses were due to actual and anticipated prepayments of the loans underlying the servicing portfolio. Results for the nine months ended September 30, 2003 include the recognition of an impairment charge on the loan servicing asset for $2.2 million. For the three and nine months ended September 30, 2002 the Company recognized impairments to the loan servicing asset of $1.9 million and $2.1 million, respectively.
Fees and service charges increased by $314,000, or 18.7%, and $1.2 million, or 25.4%, respectively, for the three and nine months ended September 30, 2003,March 31, 2004 as compared to the same prior year periodsperiod due to the growth in commercial account services, retail core account balances and trust fees andprior period recognition of an impairment to the establishment of a captive insurance subsidiary to recognize fee income from private mortgage insurance.loan servicing asset for $1.0 million.
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Operating Expenses
Operating expenses were $11.1$11.4 million and $32.5 million, respectively, for the three and nine months ended September 30, 2003,March 31, 2004, as compared to $9.9$10.6 million and $29.6 million, respectively, in the same prior year periods.period. The increase was principally due to higher loan-relatedthe significant reduction in mortgage loan closings as refinance activity declined from year ago levels. Higher loan closings increase certain deferred loan expenses and for the year-to-date, the costs associated with the opening of the Bank’s seventeenth branch office in May 2002.which is reflected as a reduction to compensation expense.
Provision for Income Taxes
Income tax expense was $3.0$2.5 million and $8.5 million, respectively, for the three and nine months ended September 30, 2003,March 31, 2004, as compared to $1.8$2.8 million and $7.0 million, respectively, for the same prior year periods.period. The effective tax rate increased to 36.0% and 35.5%, respectively, for the three and nine months ended September 30, 2003March 31, 2004 as compared to 27.8% and 31.7%35.0% for the same prior year periods.period. The Company’s higher average stock price in 20032004 as compared to 20022003 increased that portion of the Company’s ESOP expense which is not deductible for tax purposes. For the three and nine months ended September 30, 2002, the provision for income taxes included a $389,000 tax benefit relating to the passage of the New Jersey Business Tax Reform Act. The legislation increased the tax rate on savings institutions, such as the Bank, from 3% to 9%. As a result, deferred tax assets were increased to reflect their expected recognition at the higher tax rate of 9% and current period expense was decreased.
Liquidity and Capital Resources
The Company’s primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities, proceeds from the sale of loans, Federal Home Loan Bank (“FHLB”) and other borrowings and, to a lesser extent, investment maturities. While scheduled amortization of loans is a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company has other sources of liquidity if a need for additional funds arises, including an overnight line of credit and advances from the FHLB.
At September 30, 2003,March 31, 2004, the Company had outstanding overnight borrowings from the FHLB of $22.5$23.5 million, an increasea decrease from no outstanding overnight borrowings$24.4 million at December 31, 2002.2003. The Company utilizes the overnight line from time to time to fund short-term liquidity needs. Securities sold under agreements to repurchase with retail customers increased to $52.2The Company had total FHLB borrowings of $440.5 million at September 30, 2003March 31, 2004, an increase from $44.6$384.4 million at December 31, 2002 as a large commercial deposit relationship transferred their deposit balances to the securities sold under agreements to repurchase account.2003. The Company also had otherincrease in borrowings of $361.0 million at September 30, 2003, an increase from $354.0 million at December 31, 2002. These borrowings werewas used to fund a wholesale leverage strategy designed to improve returns on invested capital.
The Company’s cash needs for the ninethree months ended September 30, 2003,March 31, 2004, were primarily satisfied by principal payments on loans and mortgage-backed securities, increased total borrowings and proceeds from the sale of mortgage loans held for sale. The cash was principally utilized for loan originations, the purchase of mortgage-backed securities, the funding of deposit outflows and the purchase of treasury stock. For the ninethree months ended September 30, 2002,March 31, 2003, the cash needs of the Company were primarily satisfied by principal payments on loans and mortgage-backed securities, increased depositstotal borrowings and
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proceeds from the sale of mortgage loans held for sale. The cash provided was principally used for the origination of loans, the purchase of mortgage-backed securities, a reduction in total borrowingsthe funding of deposit outflows and the purchase of treasury stock.
In the normal course of business, the Company routinely enters into various commitments, primarily relating to the origination and sale of loans. At September 30, 2003,March 31, 2004, outstanding commitments to originate loans totaled $143.0$129.7 million; outstanding unused lines of credit totaled $99.9$118.1 million; and outstanding commitments to sell loans totaled $80.3$36.8 million. The Company expects to have sufficient funds available to meet current commitments in the normal course of business.
At September 30, 2003,March 31, 2004, the Bank exceeded all of its regulatory capital requirements with tangible capital of $114.2$116.5 million, or 6.5%6.6%, of total adjusted assets, which is above the required level of $26.3$26.5 million or 1.5%; core capital of $114.2$116.5 million or 6.5%6.6% of total adjusted assets, which is above the required level of $52.7$53.0 million, or 3.0%; and risk-based capital of $124.9$127.2 million, or 11.3%11.2% of risk-weighted assets, which is above the required level of $88.6$90.7 million or 8.0%. The Bank is considered a “well-capitalized” institution under the Office of Thrift Supervision’s prompt corrective action regulations.
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Non-Performing Assets
The following table sets forth information regarding the Company’s non-performing assets consisting of non-accrual loans and Real Estate Owned (REO). It is the policy of the Company to cease accruing interest on loans 90 days or more past due or in the process of foreclosure.
| September 30, 2003 | December 31, 2002 | March 31, 2004 | December 31, 2003 | |||||||||||||
| (dollars in thousands) | (dollars in thousands) | |||||||||||||||
Non-accrual loans: | ||||||||||||||||
Real estate: | ||||||||||||||||
One-to four-family | $ | 1,876 | $ | 2,222 | $ | 1,882 | $ | 1,712 | ||||||||
Commercial real estate, multi-family and land | 72 | 74 | 1,130 | 242 | ||||||||||||
Consumer | 87 | 95 | 91 | 90 | ||||||||||||
Commercial | 289 | 297 | 325 | 118 | ||||||||||||
Total non-performing loans | 2,324 | 2,688 | 3,428 | 2,162 | ||||||||||||
REO, net | 264 | 141 | — | 252 | ||||||||||||
Total non-performing assets | $ | 2,588 | $ | 2,829 | $ | 3,428 | $ | 2,414 | ||||||||
Allowance for loan losses as a percent of total loans receivable | .75 | % | .71 | % | .76 | % | .75 | % | ||||||||
Allowance for loan losses as percent of total non-performing loans | 463.94 | 374.78 | 318.00 | 499.63 | ||||||||||||
Non-performing loans as a percent of total loans receivable | .16 | .19 | .24 | .15 | ||||||||||||
Non-performing assets as a percent of total assets | .15 | .16 | .19 | .14 | ||||||||||||
Private Securities Litigation Reform Act Safe Harbor Statement
In addition to historical information, this quarterly report contains certain forward-looking statements which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and the subsidiaries include, but are not limited to, changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on statements. The Company does not undertake- and specifically disclaims any obligation – to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Further description of the risks and uncertainties to the business are included in Item 1, BUSINESS of the Company’s 20022003 Form 10-K.
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
The Company’s interest rate sensitivity is monitored by management through the use of an interest rate risk (IRR) model. The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at September 30, 2003,March 31, 2004, which were anticipated by the Company, based upon certain assumptions, to reprice or mature in each of the future time periods shown. At September 30, 2003March 31, 2004 the Company’s one-year gap was positive 6.28%2.55% as compared to positive 10.05%2.66% at December 31, 2002.2003.
At September 30, 2003 | 3 Months or Less | More than 3 Months to | More than 1 Year to 3 Years | More than 3 Years to 5 Years | More than 5 Years | Total | ||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||
At March 31, 2004 (dollars in thousands) | 3 Months or Less | More than 3 Months | More than 1 Year to 3 Years | More than 3 Years to 5 Years | More than 5 Years | Total | ||||||||||||||||||||||||||||||||||||||||||
Interest-earning assets: (1) | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest-earning deposits and short- term investments | $ | 8,705 | $ | — | $ | — | $ | — | $ | — | $ | 8,705 | ||||||||||||||||||||||||||||||||||||
Interest-earning deposits and short-term investments | $ | 14,192 | $ | — | $ | — | $ | — | $ | — | $ | 14,192 | ||||||||||||||||||||||||||||||||||||
Investment securities | 76,543 | — | — | — | 10,395 | 86,938 | 75,386 | — | 1,209 | 4,172 | 4,703 | 85,470 | ||||||||||||||||||||||||||||||||||||
FHLB stock | — | — | — | — | 19,950 | 19,950 | — | — | — | — | 22,025 | 22,025 | ||||||||||||||||||||||||||||||||||||
Mortgage-backed securities | 9,447 | 23,713 | 30,011 | 35,678 | 3,060 | 101,909 | 7,623 | 33,729 | 28,991 | 57,947 | 1,211 | 129,501 | ||||||||||||||||||||||||||||||||||||
Loans receivable (2) | 264,861 | 280,095 | 467,810 | 277,176 | 152,459 | 1,442,401 | 245,291 | 235,193 | 440,800 | 310,998 | 202,160 | 1,434,442 | ||||||||||||||||||||||||||||||||||||
Total interest-earning assets | 359,556 | 303,808 | 497,821 | 312,854 | 185,864 | 1,659,903 | 342,492 | 268,922 | 471,000 | 373,117 | 230,099 | 1,685,630 | ||||||||||||||||||||||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||
Money market deposit accounts | 7,113 | 19,211 | 38,529 | 73,022 | — | 137,875 | 7,097 | 19,169 | 38,446 | 72,867 | — | 137,579 | ||||||||||||||||||||||||||||||||||||
Savings accounts | 13,710 | 37,031 | 74,268 | 140,704 | — | 265,713 | 13,815 | 37,314 | 74,838 | 141,838 | — | 267,805 | ||||||||||||||||||||||||||||||||||||
NOW accounts | 13,110 | 35,411 | 71,018 | 134,596 | — | 254,135 | 12,830 | 34,654 | 69,503 | 131,865 | — | 248,852 | ||||||||||||||||||||||||||||||||||||
Time deposits | 70,729 | 202,013 | 75,514 | 30,972 | 19,186 | 398,414 | 94,253 | 170,909 | 66,946 | 28,366 | 16,278 | 376,752 | ||||||||||||||||||||||||||||||||||||
FHLB advances | 38,500 | 40,000 | 123,000 | 52,000 | 30,000 | 283,500 | 46,500 | 79,000 | 97,000 | 88,000 | 40,000 | 350,500 | ||||||||||||||||||||||||||||||||||||
Securities sold under agreements to repurchase | 52,242 | 30,000 | 20,000 | 30,000 | 20,000 | 152,242 | 47,949 | 5,000 | 44,000 | 35,000 | — | 131,949 | ||||||||||||||||||||||||||||||||||||
Total interest-bearing liabilities | 195,404 | 363,666 | 402,329 | 461,294 | 69,186 | 1,491,879 | 222,444 | 346,046 | 390,733 | 497,936 | 56,278 | 1,513,437 | ||||||||||||||||||||||||||||||||||||
Interest sensitivity gap (3) | $ | 164,152 | $ | (59,858 | ) | $ | 95,492 | $ | (148,440 | ) | $ | 116,678 | $ | 168,024 | $ | 120,048 | $ | (77,124 | ) | $ | 80,267 | $ | (124,819 | ) | $ | 173,821 | $ | 172,193 | ||||||||||||||||||||
Cumulative interest sensitivity gap | $ | 164,152 | $ | 104,294 | $ | 199,786 | $ | 51,346 | $ | 168,024 | $ | 168,024 | $ | 120,048 | $ | 42,924 | $ | 123,191 | $ | (1,628 | ) | $ | 172,193 | $ | 172,193 | |||||||||||||||||||||||
Cumulative interest sensitivity gap as a percent of total interest-earning assets | 9.89 | % | 6.28 | % | 12.04 | % | 3.09 | % | 10.12 | % | 10.12 | % | 7.12 | % | 2.55 | % | 7.31 | % | -0.10 | % | 10.22 | % | 10.22 | % | ||||||||||||||||||||||||
| (1) | Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a result of anticipated prepayments, scheduled rate adjustments, and contractual maturities. |
| (2) | For purposes of the gap analysis, loans receivable includes loans held for sale and non-performing loans gross of the allowance for loan losses, unamortized discounts and deferred loan fees. |
| (3) | Interest sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities. |
Additionally, the table below sets forth the Company’s exposure to interest rate risk as measured by the change in net portfolio value (“NPV”) and net interest income under varying rate shocks as of September 30, 2003March 31, 2004 and December 31, 2002.2003. All methods used to measure interest rate sensitivity involve the use of assumptions, which may tend to oversimplify the manner in which actual yields and costs respond to changes in market interest rates. The Company’s interest rate sensitivity should be reviewed in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report for the year ended December 31, 2002.2003.
| September 30, 2003 | December 31, 2002 | March 31, 2004 | December 31, 2003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Portfolio Value | Net Interest Income | Net Portfolio Value | Net Interest Income | Net Portfolio Value | NPV Ratio | Net Interest Income | Net Portfolio Value | NPV Ratio | Net Interest Income | |||||||||||||||||||||||||||||||||||||||||||||||||||
Change in Interest Rates in Basis Points (Rate Shock) | Amount | % Change | NPV Ratio | Amount | % Change | Amount | % Change | NPV Ratio | Amount | % Change | Amount | % Change | Amount | % Change | Amount | % Change | Amount | % Change | ||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
200 | $ | 139,170 | (12.0 | )% | 8.2 | % | $ | 57,892 | 1.2 | % | $ | 151,546 | (7.1 | )% | 8.9 | % | $ | 60,492 | 2.1 | % | $ | 166,341 | (8.5 | )% | 9.7 | % | $ | 55,867 | 0.0 | % | $ | 155,632 | (11.4 | )% | 9.4 | % | $ | 55,414 | 0.2 | % | ||||||||||||||||||||
100 | 157,785 | (0.2 | ) | 9.1 | 58,054 | 1.5 | 163,725 | 0.4 | 9.4 | 60,234 | 1.7 | 180,218 | (0.8 | ) | 10.2 | 56,173 | 0.5 | 171,554 | (2.3 | ) | 10.1 | 55,681 | 0.7 | |||||||||||||||||||||||||||||||||||||
Static | 158,073 | — | 8.9 | 57,222 | — | 163,127 | — | 9.2 | 59,230 | — | 181,696 | — | 10.1 | 55,882 | — | 175,576 | — | 10.1 | 55,286 | — | ||||||||||||||||||||||||||||||||||||||||
(100) | 148,317 | (6.2 | ) | 8.3 | 54,377 | (5.0 | ) | 150,429 | (7.8 | ) | 8.4 | 56,527 | (4.6 | ) | 171,081 | (5.8 | ) | 9.4 | 53,691 | (3.9 | ) | 169,366 | (3.5 | ) | 9.6 | 53,122 | (3.9 | ) | ||||||||||||||||||||||||||||||||
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| Item 4. | Controls and Procedures |
The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information
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required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2003March 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings |
The Company is not engaged in any legal proceedings of a material nature at the present time. From time to time, the Company is a party to routine legal proceedings within the normal course of business. Such routine legal proceedings in the aggregate are believed by management to be immaterial to the Company’s financial condition or results of operations.
| Item 2. | Changes in Securities, |
Information regarding the Company’s common stock repurchases for the three month period ended March 31, 2004 is as follows:
Period | Total Number of Shares Purchased | Average price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | |||||
January 1, 2004 through January 31, 2004 | -0- | -0- | -0- | 1,424,394 | |||||
February 1, 2004 through February 29, 2004 | 127,253 | $ | 25.26 | 127,253 | 1,297,141 | ||||
March 1, 2004 through March 31, 2004 | 122,269 | $ | 24.87 | 122,269 | 1,174,872 | ||||
On October 22, 2003 the Company announced its intention to repurchase up to 1,341,818 shares, or 10%, of its outstanding common stock. In February 2004, 82,576 of the shares noted in the table were used to complete a repurchase plan announced in August 2002.
| Item 3. | Defaults Upon Senior Securities |
Not Applicable
| Item | 4. | Submission of Matters to a Vote of Security Holders |
The annual meeting of stockholders was held on April 22, 2004. The following directors were elected for terms of three years: Donald E. McLaughlin, James T. Snyder and John E. Walsh. The following proposals were voted on by the stockholders:
Proposal | For | Against | Withheld/Abstain | Broker Non- Votes | ||||
1) Election of Directors | ||||||||
Donald E. McLaughlin James T. Snyder John E. Walsh | 12,344,644 12,283,766 12,342,417 | — — — | 73,846 134,724 76,073 | — — — | ||||
2) Ratification of the appointment of KPMG LLP as independent auditors of the Company for the fiscal year ending December 31, 2004 | 12,336,489 | 71,413 | 10,583 | 5 | ||||
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| Other Information |
Not Applicable
| Item | 6. |
Not Applicable
Not Applicable
| Exhibits and Reports on Form 8-K |
a) Exhibits:
3.1 Certificate of Incorporation of OceanFirst Financial Corp.*
3.2 Bylaws of OceanFirst Financial Corp.**
4.0 Stock Certificate of OceanFirst Financial Corp.*
31.1 Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2 Rule 13a-14(a)/15d-14(a) Certification of CFO
32.0 Section 1350 Certifications
| 3.1 | Certificate of Incorporation of OceanFirst Financial Corp.* | |
| 3.2 | Bylaws of OceanFirst Financial Corp.** | |
| 4.0 | Stock Certificate of OceanFirst Financial Corp.* | |
| 10.16 | Form of Employment Agreement between OceanFirst Bank and Robert M. Pardes | |
| 10.17 | Form of Employment Agreement between OceanFirst Financial Corp. and Robert M. Pardes | |
| 10.18 | Form of Change in Control Agreement between OceanFirst Bank and Joseph R. Iantosca. | |
| 10.19 | Form of Change in Control Agreement between OceanFirst Financial Corp. and Joseph R. Iantosca. | |
| 31.1 | Rule 13a-14(a)/15d-14(c) Certification of Chief Executive Officer | |
| 31.2 | Rule 13a-14(a)/15d-14(c) Certification of Chief Financial Officer | |
| 32.0 | Section 1350 Certifications | |
b) Reports on Form 8-K
The Company filed a report on Form 8-K with the Securities and Exchange Commission on July 28, 2003January 23, 2004 which included the press release, dated July 24, 2003,January 22, 2004, announcing the Company’s financial results for the quarter ended June 30,December 31, 2003.
| * | Incorporated herein by reference into this document from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996, as amended, Registration No. 33-80123. |
| ** | Incorporated herein by reference into this document from the Exhibit to Form 10-K, Annual Report, filed on March 25, 2003. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OceanFirst Financial Corp. Registrant | ||||
DATE: | /s/ John R. Garbarino | |||
John R. Garbarino Chairman of the Board, President and Chief Executive Officer | ||||
DATE: | /s/ Michael Fitzpatrick | |||
Michael Fitzpatrick Executive Vice President and Chief Financial Officer | ||||
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| Exhibit | Exhibit Index Description | Page | ||
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | 18 | ||
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | 19 | ||
32.1 | Section 1350 Certifications | 20 |
Exhibit Index
| Exhibit | Description | Page | ||
| 10.16 | Form of Employment Agreement between OceanFirst Bank and Robert M. Pardes | 19 | ||
| 10.17 | Form of Employment Agreement between OceanFirst Financial Corp. and Robert M. Pardes | 29 | ||
| 10.18 | Form of Change in Control Agreement between OceanFirst Bank and Joseph R. Iantosca | 38 | ||
| 10.19 | Form of Change in Control Agreement between OceanFirst Financial Corp. and Joseph R. Iantosca | 45 | ||
| 31.1 | Rule 13a-14(a)/15d-14(c) Certification of Chief Executive Officer | 52 | ||
| 31.2 | Rule 13a-14(a)/15d-14(c) Certification of Chief Financial Officer | 53 | ||
| 32.0 | Section 1350 Certifications | 54 | ||
1718